Third Amendment dated as of December 16, 2009



 Exhibit 10.1 
 THIRD AMENDMENT 
 This Third Amendment dated as of
December 16, 2009 (this “Amendment”) relates to the Three Year Revolving Credit Facility Agreement dated as of February 17, 2009 (as previously amended, the “Credit Agreement”) among MEAD JOHNSON NUTRITION
COMPANY (“Holdings”), MEAD JOHNSON & COMPANY (“MJC”), various lenders and JPMORGAN CHASE BANK, N.A., as administrative agent. Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Credit Agreement. 
 WHEREAS, pursuant to the First Amendment and Consent dated as of November 5, 2009 (the
“First Amendment”) among Holdings, MJC, the Required Lenders and the Administrative Agent, (i) Holdings became a Borrower under the Credit Agreement (succeeding to all rights and obligations previously held by MJC in its
capacity as a Borrower thereunder) and (ii) MJC became an Original Guarantor under the Credit Agreement; 
 WHEREAS,
Holdings has requested that the Lenders release MJC from its obligations as an Original Guarantor; and 
 WHEREAS, concurrently
with such release, MJC shall be released from its guarantee of the obligations of Holdings under the Private Placement Notes (as defined in the First Amendment); 
 NOW THEREFORE, the parties hereto agree as follows: 
 Section 1
RELEASE. The Lenders agree that, concurrently with the effectiveness hereof pursuant to Section 4, MJC shall be released from its obligations as an Original Guarantor under the Credit Agreement and shall no longer be a guarantor
of the obligations of Holdings or any Subsidiary Borrower under or in connection with the Credit Agreement; provided, that if at any time the corporate credit rating of Holdings is no longer (i) at least BBB- by Standard &
Poor’s Ratings Service or (ii) at least Baa3 by Moody’s Investors Service, Inc., then MJC shall guarantee (and shall be deemed to guarantee) the Borrower Obligations of all of the Borrowers in full as an Original Guarantor and
MJC’s obligations as an Original Guarantor shall be automatically reinstated without the need for any further action. The Lenders agree that the Administrative Agent may, and direct the Administrative Agent to, execute and deliver such
documents as Holdings or MJC may reasonably request to evidence such release and the termination of MJC’s obligations as an Original Guarantor. 
 Section 2 AMENDMENTS. In furtherance of Section 1 above, the parties hereto agree that concurrently with the effectiveness hereof, the Credit Agreement shall be amended as
set forth in Sections 2.1 and 2.2. 
 2.1 Amended Definitions. The definitions of “Guarantor” and
“Original Guarantors” in Section 1.1 are amended in their entirety to read as follows, respectively: 
 “Guarantor” shall mean the collective reference to Holdings and the Subsidiary Guarantors. 







 “Original Guarantors” shall mean (i) with respect to
the obligations of any Borrowing Subsidiary, Holdings, and (ii) under the circumstances described in the Third Amendment to this Agreement, dated as of December 16, 2009, the Company. 
 2.2 Amendment to Restrictive Agreements Covenant. (a) Section 5.15(a) is amended by (x) deleting “and (iii)”
where it appears therein and substituting “, (iii)” therefor; and (y) inserting the following immediately before the period at the end thereof: 
 and (iv) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices. 
 (b) Section 5.15(b)(iii) is amended by (x) deleting “and (F)” where it appears therein and substituting “,
(F)” therefor; and (y) inserting the following immediately before the period at the end thereof: 
 and
(G) customary non-assignment provisions arising in connection with any acquisition agreement. 
 Section 3
REPRESENTATIONS AND WARRANTIES. Holdings and MJC represent and warrant to the Lenders and the Administrative Agent that (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all
material respects on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date and
(b) concurrently with the effectiveness hereof pursuant to Section 4, MJC’s guaranty of the obligations of Holdings under the Private Placement Notes shall terminate and be of no further force or effect. 
 Section 4 EFFECTIVENESS. This Amendment shall become effective when the Administrative Agent has received counterparts
hereof signed by Holdings, MJC and all Lenders. 
 Section 5 MISCELLANEOUS. 
 5.1 Continuing Effectiveness. Except to the extent expressly set forth herein, the Credit Agreement and the other Loan Documents
remain in full force and effect and are ratified, approved and confirmed in all respects. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms
shall refer to the Credit Agreement as amended hereby. 
 5.2 Fees. Holdings agrees to pay to the Administrative Agent,
for the account of each Lender, an amendment fee equal to 0.03% of such Lender’s outstanding Commitment, which amendment fee shall be payable on the date this Amendment becomes effective. 
 5.3 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original but all of
which taken together shall constitute but one

  

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contract. A counterpart hereof, or signature page hereto, delivered to the Administrative Agent by facsimile or e-mail shall be effective as delivery of an original manually-signed counterpart.

 5.4 Incorporation by Reference. The provisions of Sections 8.5, 8.11, 8.13 and 8.14 of the
Credit Agreement are incorporated herein by reference as if fully set forth herein, mutatis mutandis. 
 5.5
Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the date first above
written. 
  

			
	MEAD JOHNSON NUTRITION COMPANY
		
	By:	 	       /s/ Kevin Wilson

		 	 Name: Kevin Wilson
 Title:
Vice President and Treasurer

		
	By:	 	       /s/ Stanley Burhans

		 	Name: Stanley Burhans
		 	Title: Vice President and Controller
	
	MEAD JOHNSON & COMPANY
		
	By:	 	       /s/ Kevin Wilson

		 	 Name: Kevin Wilson
 Title:
Vice President and Treasurer



  

 [Signature Page to Mead Johnson Third Amendment] 









			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
		
	By:	 	       /s/ Barbara R. Marks

		 	Name: BARBARA R. MARKS
		 	Title: EXECUTIVE DIRECTOR


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	Citibank, N.A., as a Lender
		
	By:	 	       /s/ Mark R. Floyd

		 	Name: Mark Floyd
		 	Title: Vice President


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	Bank of America, N.A., as a Lender
		
	By:	 	       /s/ David L. Catherall

		 	Name: David L. Catherall
		 	Title: Senior Vice President


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	Bank of Tokyo-Mitsubishi UFJ Trust Company, as a Lender
		
	By:	 	       /s/ Lillian Kim

		 	Name: LILLIAN KIM
		 	Title: Vice President


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH), as a Lender
		
	By:	 	       /s/ Karim Blasetti

		 	Name: Karim Blasetti
		 	Title: Vice President
		
	By:	 	       /s/ Ilya Ivashkov

		 	Name: Ilya Ivashkov
		 	Title: Associate


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	 MORGAN STANLEY BANK, N.A.,
 as a Lender

		
	By:	 	       /s/ Ryan Vetsch

		 	Name: Ryan Vetsch
		 	Title: Authorized Signatory


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	       /s/ Gordon MacArthur

		 	Name: Gordon MacArthur
		 	Title: Authorized Signatory


  

 [Signature Page to Mead Johnson Third Amendment] 









			
	UBS Loan Finance LLC, as a Lender
		
	By:	 	       /s/ Irja R. Otsa

		 	Name: Irja R. Otsa
		 	Title: Associate Director
		
	By:	 	       /s/ April Varner - Nanton

		 	Name: April Varner - Nanton
		 	Title: Director


  

 [Signature Page to Mead Johnson Third Amendment]